Section 338(h)(10) Election. (a) The Sellers and Investor shall jointly make a timely election pursuant to Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the United States Treasury Regulations and any comparable election under applicable state or local Law (collectively, the “Section 338(h)(10) Election”) with respect to the purchase by Investor of the Merger Shares. In addition, the Sellers, Investor and the Company shall, as promptly as practicable following the Closing Date, cooperate with each other to take all actions necessary and appropriate (including filing Form 8883, Asset Allocation Statement Under Section 338, and such additional forms, returns, elections, schedules and other documents as may be required by applicable state or local Law) to effect and preserve a timely Section 338(h)(10) Election in accordance with any comparable provisions of applicable Law, and the parties responsible for filing any such Section 338(h)(10) Election under applicable Law shall promptly file or cause to be filed such Section 338(h)(10) Election with the appropriate Taxing Authority and provide written evidence of such filing to the other parties. The Sellers and Investor shall report the purchase by Investor of the Merger Shares consistent with the Section 338(h)(10) Election and the allocation as set forth on Schedule 2.04(a) and no party shall take (and prior to the Closing the Sellers shall not permit the Company to take, and after the Closing the Company shall not take) any position contrary thereto in any Tax Return, any proceeding before any Taxing Authority or otherwise. In the event that any Section 338(h)(10) Election is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify and consult with the other party concerning such dispute.
(b) If it is determined by a finding or order in connection with any governmental or judicial audit or proceeding, including any settlement of such a proceeding to which any of the parties hereto are parties (but only if the requirements of Section 8.04 have been satisfied, unless the failure to satisfy such requirements is not materially prejudicial to Sellers), that the Company’s S election was not validly in effect for any period after such election was purportedly made (including the period ending on the Closing Date, but excluding any periods commencing with the Closing), then Sellers shall be obligated, jointly and severally, to indemnify and hold harmless the Company (pro-rata in accordance...
Section 338(h)(10) Election. (a) Buyer and Shareholders agree, with respect to the acquisition of the Shares pursuant to this Agreement, to prepare and file the election provided by Section 338(h)(10) of the Code and any comparable election under state, county, or local law (collectively and separately the “Election”). Each party shall provide to the other all information necessary to permit the making of the Election. Buyer and Shareholders shall, no later than 30 days prior to the last date for filing a timely Election, execute and file Internal Revenue Service Form 8023 and all other forms, returns, elections, schedules, and documents as may be required to effect and preserve a timely Election.
(b) In connection with the Election and no later than 30 days prior to the last date for filing a timely Election, Buyer shall in good faith (i) determine the amount of the “adjusted grossed-up basis” of the Company’s assets (within the meaning of Treasury Regulations adopted under Section 338(h)(10), and (ii) allocate the adjusted grossed-up basis among the Company’s assets in accordance with the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Shareholders and Buyer will not take any position inconsistent with the Election, the Allocation, or the amount of the adjusted grossed-up basis in any tax return or otherwise; provided, however, that Shareholders shall be entitled to take into account their Transaction Costs when calculating such gain or loss. Buyer shall allocate the adjusted grossed-up basis among the Company’s assets in a manner consistent with the Allocation and will not take any position inconsistent with the Election, the Allocation or the amount of the adjusted grossed-up basis in any tax return or otherwise; provided, however, that the Buyer shall be entitled to add its Transaction Costs to the adjusted grossed-up basis for purposes of allocating such adjusted grossed-up basis among the Company’s assets.
(c) Upon making the Election, Shareholders shall pay to Buyer and shall hold the Buyer harmless from, the amount, if any, of tax liability imposed on the Company attributable to the making of the Election or attributable to an election under state, local, or foreign law similar to the election available under Section 338(h)(10) of the Code.
Section 338(h)(10) Election. (a) At Buyer’s option, exercised at any time on or prior to September 30, 2018, Seller shall join with Buyer in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and foreign Law) with respect to the purchase and sale of the Shares of the Company hereunder (collectively, a “Section 338(h)(10) Election”). Seller shall pay any Tax attributable to the making of the Section 338(h)(10) Election and Seller shall indemnify Buyer and the Acquired Companies against any adverse consequences arising out of any failure to pay any such Taxes.
(b) If a Section 338(h)(10) Election is made, Seller and Buyer shall (and shall cause their relevant Affiliates to) cooperate in the preparation of all forms, attachments and schedules necessary to effectuate the Section 338(h)(10) Election, including IRS Forms 8023 and 8883 and any similar forms under applicable state and local income Tax Laws (collectively, the “Section 338(h)(10) Forms”) in a manner consistent with the Total Purchase Price Allocation Schedule and, if any, the Allocation. Seller and Buyer shall (or shall cause their relevant Affiliates to) timely file such Section 338(h)(10) Forms with the applicable taxing authorities. Each of Seller and Buyer agrees that it shall not, and shall not permit any of its Affiliates to, revoke the Section 338(h)(10) Elections following the filing of the Section 338(h)(10) Forms without the prior written consent of Buyer and Seller, respectively.
(c) [Intentionally omitted]
Section 338(h)(10) Election. At the election of the Buyer, which shall be furnished to the Seller in writing no later than one hundred and twenty (120) days after the Closing Date, each of the Seller and the Buyer shall cause an authorized person to make a valid and timely joint election under Section 338(h)(10) of the Code and a similar election under any applicable state or local income tax law for Gerber Products and/or Gerber Life (the “Section 338(h)(10) Election”). Thereafter, the Seller and the Buyer shall cooperate in the preparation and execution of Internal Revenue Service Form 8023 and any similar forms under applicable state or local tax law (the “Forms”). The Buyer shall timely file the Forms with the relevant taxing authorities. The Buyer shall duly and timely file the Forms as prescribed by Treasury Regulation §1.338(h)(10)-1 or the corresponding provisions of applicable state, local or foreign income tax Law, and deliver evidence of such filings to the Seller. The Buyer shall and the Seller shall cause U.S. Parent to timely file Internal Revenue Service Form 8883. If a Section 338(h)(10) Election is made, the Seller and the Buyer shall agree upon an allocation of the “adjusted deemed sale price” among the assets of Gerber Products and/or Gerber Life in accordance with Section 338 of the Code and the Treasury Regulations promulgated thereunder in a manner consistent with Section 2.3(g). The term “adjusted deemed sale price” shall be based on the portion of Purchase Price allocated to the Shares of Gerber Products and/or Gerber Life and shall otherwise be determined in accordance with Section 338 of the Code and the Treasury Regulations promulgated thereunder. The Buyer and the Seller and their respective Affiliates shall file Tax Returns (including Internal Revenue Service Form 8883 or any successor form) consistent with this allocation. To the extent that interest accrues or an adjustment to the Purchase Price occurs, the Parties shall promptly make appropriate adjustments to such allocations.
Section 338(h)(10) Election. (a) The Buyer and the Seller shall jointly make an election under Section 338(h)(10) of the Code (and any comparable election under state or local Law) (the “338(h)(10) Elections”) with respect to the acquisition of the Company and its U.S.
Section 338(h)(10) Election. At Buyer's option, Target and Sellers shall join with Buyer in making an election under Section 338(h)(10) (and any corresponding election under state and local tax law), in accordance with the following provisions.
Section 338(h)(10) Election. (a) Seller shall join Buyer in making the election provided by Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the Treasury Regulations, and any comparable election under state, local or foreign Tax law (the “Section 338(h)(10) Election”). The Parties shall cooperate fully in making the Section 338(h)(10) Election, including the filing of all required IRS forms and related forms under state, local or foreign Tax law. Seller shall, on or prior to the Closing Date, prepare, execute and deliver to Buyer an IRS Form 8023 and any related forms under state, local or foreign Tax law (the “Section 338(h)(10) Forms”). Seller shall deliver drafts of the Section 338(h)(10) Forms to Buyer for its review and approval at least five (5) Business Days prior to Closing. Buyer shall execute such IRS Form 8023 and any related forms under state, local or foreign Tax Law and shall timely file all such forms with the applicable Taxing Authority.
(b) Within thirty (30) Business Days after the Final NWC Adjustment is determined in accordance with Section 2.6, but no later than sixty (60) Business Days before the due date for filing IRS Form 8883, Buyer shall provide Seller with a completed schedule allocating the Aggregate Consideration among the assets of the Company prepared in accordance with the methodology reflected on Section 6.4(b) of the Disclosure Schedule (the “Allocation Methodology”) and Sections 338 and 1060 of the Code and the Treasury Regulations thereunder (the “Section 338(h)(10) Allocation Schedule”), for Seller’s review and comment. Buyer shall consider in good faith Seller’s reasonable comments on the Section 338(h)(10) Allocation Schedule provided within thirty (30) Business Days of receipt of the Section 338(h)(10) Allocation Schedule, after which the Section 338(h)(10) Allocation Schedule will be conclusive and binding upon the Parties.
(c) Buyer shall, no later than ten (10) Business Days following the finalization of the Section 338(h)(10) Allocation Schedule pursuant to Section 6.4(b), prepare IRS Form 8883, with all attachments, consistent with the Section 338(h)(10) Allocation Schedule, and shall deliver the IRS Form 8883 to Seller.
(d) The Parties shall (i) file all Tax Returns (including IRS Forms 8023 and 8883) in a manner that is consistent with the Allocation Methodology and the Section 338(h)(10) Allocation Schedule; (ii) not take a position on any Tax Return, before any Tax authority or in any judicial proceeding that is in any way ...
Section 338(h)(10) Election. The Parties hereby agree to join in making (or causing there to be made) an election under Section 338(h)(10) of the Code (and any such similar elections as may be available under applicable state or local Laws) with respect to the purchase by Buyer of all of the Company Securities pursuant to this Agreement (such election under Section 338(h)(10) of the Code (and any such similar elections as may be available under applicable state or local laws) the “338(h)(10) Election”). Each Party agrees to cooperate with the other in the preparation and completion of IRS Form 8023, in the filing of such completed form before the filing due date, and in the timely completion and filing of all other forms required to effect the 338(h)
Section 338(h)(10) Election. (a) Following the Closing Date, the Company and Buyer will join with Seller in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local or foreign Applicable Tax Law) with respect to the purchase and sale of the Shares under this Agreement (collectively, the “Section 338(h)(10) Election”). Any income, gain, loss, deduction, or other Tax item resulting from the deemed sale of the Company’s assets under the Section 338(h)(10) Election shall be included in the Seller Group’s consolidated federal income Tax Return for the consolidated year that includes the Closing Date to the extent required by Applicable Tax Law, and Seller shall pay or cause to be paid all Taxes imposed on the Company (or its shareholders) as a result of the Section 338(h)(10) Election (the “Section 338(h)
Section 338(h)(10) Election. (a) Following the Closing Date, the Company and Buyer will join with Seller in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local or foreign Applicable Tax Law) with respect to the purchase and sale of the Shares under this Agreement (collectively, the “Section 338(h)(10) Election”). Any income, gain, loss, deduction, or other Tax item resulting from the deemed sale of the Company’s assets under the Section 338(h)(10) Election shall be included in the Seller
